SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported) August 21, 2002
FRONTIERVISION OPERATING PARTNERS, L.P.
FRONTIERVISION CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 333-9535 84-1316775
Delaware 333-9535-01 84-1353734
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Numbers) Identification Nos.)
One North Main Street - Coudersport, PA 16915-1141
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code (814) 274-9830
Item 5. Other Events.
FrontierVision Operating Partners, L.P. ("FVOP") is 99.9% owned by
FrontierVision Holdings, L.P. ("Holdings"), a wholly-owned subsidiary of
Adelphia Communications Corporation ("Adelphia"), and 0.1% owned by
FrontierVision Operating Partners, LLC, a wholly-owned subsidiary of Adelphia.
FrontierVision Capital Corporation ("Capital") is a wholly-owned subsidiary of
FVOP.
As used herein, the term "Registrants" collectively refers to FVOP and Capital.
On August 26, 2002, Adelphia and its 228 subsidiaries and partnerships and joint
ventures, including the Registrants (collectively, the "Debtors") that filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Southern District of New York
(the "Bankruptcy Court") entered into an Amended and Restated Credit and
Guaranty Agreement (the "Amended and Restated Credit Agreement"), among UCA LLC,
Century Cable Holdings, LLC, Century-TCI California, L.P., Olympus Cable
Holdings, LLC, Parnassos, L.P., FrontierVision Operating Partners, L.P., ACC
Investment Holdings, Inc. Arahova Communications, Inc. and Adelphia California
Cablevision, LLC, the Guarantors listed therein, each of the Financial
Institutions from time to time party thereto, JP Morgan Chase Bank, as
Administrative Agent, Citicorp USA, Inc., as Syndication Agent, and J.P. Morgan
Securities Inc. and Salomon Smith Barney Inc., as Joint Bookrunners and Co-Lead
Arrangers, Citicorp USA, Inc. as Collateral Agent, Wachovia Bank, N.A. as
Co-Syndication Agent, and The Bank of Nova Scotia, Fleet National Bank, Bank of
America, N.A. and General Electric Capital Corporation, as Co-Documentation
Agents. The Amended and Restated Credit Agreement amends and restates in its
entirety the Credit and Guaranty Agreement filed with the Securities and
Exchange Commission on July 9, 2002. On August 23, 2002 the Bankruptcy Court
issued the Final Order approving the Amended and Restated Credit Agreement and
permitting the Debtors to borrow up to $1,500,000,000 pursuant to the terms of
the Amended and Restated Credit Agreement. A copy of the Amended and Restated
Credit Agreement is attached hereto as Exhibit 10.01.
Item 7(c). Exhibits
10.01 Amended and Restated Credit and Guaranty Agreement, dated as of August
26, 2002, among UCA LLC, Century Cable Holdings, LLC, Century-TCI
California, L.P., Olympus Cable Holdings, LLC, Parnassos, L.P.,
FontierVision Operating Partners, L.P., ACC Investment Holdings, Inc.
Arahova Communications, Inc. and Adelphia California Cablevision, LLC,
the Guarantors listed therein, each of the Financial Institutions from
time to time party thereto, JP Morgan Chase Bank, as Administrative
Agent, Citicorp USA, Inc., as Syndication Agent, and J.P. Morgan
Securities Inc. and Salomon Smith Barney Inc., as Joint Bookrunners
and Co-Lead Arrangers, Citicorp USA, Inc. as Collateral Agent,
Wachovia Bank, N.A. as Co-Syndication Agent, and The Bank of Nova
Scotia, Fleet National Bank, Bank of America, N.A. and General
Electric Capital Corporation, as Co-Documentation Agents.
Item 9. Regulation FD Disclosure
Affidavits of Daniel Aronson and Brian J. Fox (the "Affidavits") in Support of
Adelphia Communication Corporation's Reply to DIP Objections, were filed with
the Bankruptcy Court on August 21, 2002 which include certain financial analyses
of the registrant prepared by its professional advisors. Copies of the
Affidavits may be obtained from the Bankruptcy Court.
Information as to which borrower group each Debtor has been assigned to under
the Amended and Restated Credit Agreement is included as Annex B to the Amended
and Restated Credit Agreement which is filed as Exhibit 10.01 to this Form 8-K.
An Adelphia Communications Corporation corporate organizational chart (file
number N5894-1) and a chart depicting which borrower groups each Debtor has been
assigned to under the Amended and Restated Credit Agreement (file number
N5894-2) have been made available to certain persons at various hearings in the
Bankruptcy Court. A copy of such charts may be obtained, for a fee, by calling
the Trial Graphix Workflow Coordinator at 800-334-5403 and mentioning the
above-referenced file numbers.
Limitation on Incorporation by Reference
In accordance with general instruction B.2 of Form 8-K, the information in this
report (including exhibits) is furnished pursuant to Item 9 and shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended or otherwise subject to liabilities of that section.
This report will not be deemed an admission as to the materiality of any
information in the report that is required to be disclosed solely by Regulation
FD.
Cautionary Statement Regarding Financial and Operating Data
As a result of actions taken by the former management of Adelphia Communications
Corporation (the "Company"): (a) the Company has not yet completed its financial
statements as of or for the year ended December 31, 2001, or received its
independent auditors' report thereon or filed with the Securities and Exchange
Commission (the "Commission") its Form 10-K for the year ended December 31,
2001, (b) the Company's former independent auditors, Deloitte & Touche LLP,
suspended their auditing work on the Company's financial statements as of and
for the year ended December 31, 2001 and withdrew their audit report with
respect to the years ended December 31, 1999 and 2000; (c) the Company has not
yet completed its financial statements as of and for the three months ended
March 31, 2002 or June 30, 2002, or filed with the SEC its Form 10-Q for the
quarters ended March 31, 2002 or June 30, 2002; and (d) the Company expects to
restate its financial statements for the years ended December 31, 1999 and 2000,
and its interim financial statements for 2001 and possibly other periods.
Current management took control in May 2002 and has retained new independent
auditors and begun the preparation of new financial statements for the periods
in question; however, the Company does not believe that it will have completed
the preparation of the foregoing financial information prior to the conclusion
of the third quarter. In addition, current management believes that the public
information provided by prior management on other matters of interest to
investors, such as the Company's rebuild percentage (the percentage of the
Company's cable television systems that the Company believes have been upgraded
to current standards), was unreliable. As a result,
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the Company anticipates that it may have to supplement the financial and other
information contained in this Form 8-K and that such supplemental information
may be material.
Cautionary Statement Regarding Forward Looking Statements
This document includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act") and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All
statements regarding Adelphia Communications Corporation and its subsidiaries'
(collectively, the "Company's") expected future financial position, results of
operations, cash flows, restructuring and financing plans, business strategy,
budgets, projected costs, capital expenditures, competitive positions, growth
opportunities, plans and objectives of management for future operations and
statements that include words such as "anticipate," "if," "believe," "plan,"
"estimate," "expect," "intend," "may," "could," "should," "will," and other
similar expressions are forward-looking statements. Such forward-looking
statements are inherently uncertain, and readers must recognize that actual
results may differ from the Company's expectations. The Company does not
undertake a duty to update such forward-looking statements.
Actual future results and trends for the Company may differ materially depending
on a variety of factors discussed in the Company's filings with the Commission,
including its recently filed Current Reports on Form 8-K, the most recently
filed Quarterly Report on Form 10-Q, the Form 10-K for the year ended December
31, 2000, and the most recent prospectus supplement filed under Registration
Statement No. 333-64224, under the section entitled "Risk Factors" contained
therein. Factors that may affect the plans or results of the Company include,
without limitation: (a) the Company's filing of a petition for relief under
Chapter 11 of the United States Bankruptcy Code; (b) the results of litigation
against the Company including the recently filed civil complaint by the
Commission and the potential for a criminal indictment of the Company; (c) the
lack of substantial cable industry experience among certain members of the
Company's senior management; (d) the effects of government regulations and the
actions of local cable franchise authorities; (e) the availability of
debtor-in-possession financing and surety bonds to support the Company's
operations; (f) the results of the Company's internal investigation and the
matters described above under "Cautionary Statement Regarding Financial and
Operating Data"; (g) actions of the Company's competitors; (h) the pricing and
availability of equipment, materials, inventories and programming; (i) product
acceptance and customer spending patterns; (j) the Company's ability to execute
on its business plans, to provide uninterrupted service to its customers and to
conduct, expand and upgrades its networks; (k) technological developments; (l)
matters relating to or in connection with the recent bankruptcy filing and
proceedings of Adelphia Business Solutions, Inc.; (m) changes in general
economic conditions and/or economic conditions in the markets in which the
Company may, from time to time, compete; (n) the movement of interest rates and
the resulting impact on the Company's interest obligations with respect to its
pre-petition bank debt; and (o) the delisting of Adelphia Communication
Corporation's common stock by Nasdaq. Many of such factors are beyond the
control of the Company and its management.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: September 3, 2002 FRONTIERVISION OPERATING
PARTNERS, L.P. (Registrant)
By: FRONTIERVISION HOLDINGS, L.P.,
its General Partner
By: FRONTIERVISION PARTNERS, L.P.,
its General Partner
By: ADELPHIA GP HOLDINGS,
L.L.C., its General Partner
By: ACC OPERATIONS, INC.,
its Sole Member
By: /s/ Christopher T. Dunstan
------------------------------
Christopher T. Dunstan
Chief Financial Officer
FRONTIERVISION CAPITAL
CORPORATION (Registrant)
By: /s/ Christopher T. Dunstan
------------------------------
Christopher T. Dunstan
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
10.01 Amended and Restated Credit and Guaranty Agreement, dated as
of August 26, 2002, among UCA LLC, Century Cable Holdings,
LLC, Century-TCI California, L.P., Olympus Cable Holdings,
LLC, Parnassos, L.P., FontierVision Operating Partners, L.P.,
ACC Investment Holdings, Inc. Arahova Communications, Inc. and
Adelphia California Cablevision, LLC, the Guarantors listed
therein, each of the Financial Institutions from time to time
party thereto, JP Morgan Chase Bank, as Administrative Agent,
Citicorp USA, Inc., as Syndication Agent, and J.P. Morgan
Securities Inc. and Salomon Smith Barney Inc., as Joint
Bookrunners and Co-Lead Arrangers, Citicorp USA, Inc. as
Collateral Agent, Wachovia Bank, N.A. as Co-Syndication Agent,
and The Bank of Nova Scotia, Fleet National Bank, Bank of
America, N.A. and General Electric Capital Corporation, as
Co-Documentation Agents.
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